As filed with the Securities and Exchange Commission on May 16,
2025
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
Denison Mines Corp.
(Exact name of registrant as specified in its charter)
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Ontario, Canada
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98-0622284
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1100 – 40 University Avenue
Toronto, Ontario
Canada
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M5J 1T1
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(Address of Principal Executive Offices)
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(Zip Code)
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Amended & Restated Share Unit Plan
(Full title of the plan)
C T Corporation System
28 Liberty Street
New York, NY 10005
(Name and address of agent for service)
(212) 894-8940
(Telephone number, including area code, of agent for
service)
Copy
to:
David Cates
Amanda Willett
Denison Mines Corp.
1100 - 40 University Avenue
1100 - 40 University Avenue
Toronto, Ontario
M5J 1T1 Canada
Tel: (416)
979-1991
Indicate by check
mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange
Act.
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Large accelerated filer
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☐
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Accelerated filer
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☑
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Non-accelerated
filer
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☐ (Do
not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging
growth company
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☐
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If an emerging growth company,
indicate by check mark if the registrant has elected not to use the
extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section
7(a)(2)(B) of the Securities Act
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☐
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Item
1.
Plan Information.*
Item
2.
Registrant Information and Employee Plan Annual
Information.*
*The information required by Part I to be contained
in the Section 10(a) prospectus is omitted from this registration
statement in accordance with the Note to Part I of Form S-8 and
Rule 428, and will be sent or given to participants as specified by
Rule 428(b)(1) under the Securities Act.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following
documents, which have been filed with the Commission, are
incorporated herein by reference:
(a)
The
Registrant’s Annual Report on Form 40-F for the fiscal year
ended December 31, 2024 filed with the Commission on March 28, 2025
(File No. 001-33414).
(b)
All other reports filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), since the end of the fiscal year covered
by the Annual Report on Form 40-F filed with the Commission on
March 28, 2025, incorporated by reference herein pursuant to (a)
above.
(c)
The
description of the Registrant’s securities contained in the
registration statement on Form 8-A filed with the Commission on
April 18, 2007, including any amendment or report filed for the
purposes of updating such description.
In addition, unless otherwise stated herein, all
documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
prior to the filing of a post-effective amendment to this
registration statement which indicates that all securities offered
hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference
in this registration statement and to be a part hereof from the
date of filing of such documents. In addition, any report
furnished by the Registrant on Form 6-K shall be deemed to be
incorporated by reference in the registration statement if and to
the extent that such report on Form 6-K so provides.
Any statement
contained in a document incorporated or deemed to be incorporated
by reference or deemed to be part of the registration statement
shall be deemed to be modified or superseded for purposes of the
registration statement to the extent that a statement contained in
the registration statement or in any other subsequently filed
document that also is, or is deemed to be, incorporated by
reference or deemed to be part of the registration statement
modifies or replaces such statement. Any statement contained in a
document that is deemed to be incorporated by reference or deemed
to be part of the registration statement after the most recent
effective date may modify or replace existing statements contained
in the registration statement. Any such statement so modified or
replaced shall not be deemed, except as so modified or replaced, to
constitute a part of the registration statement.
Item 4. Description of Securities.
Not
applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Under
the Business Corporations
Act (Ontario), the Registrant may indemnify a director
or officer of the Registrant, a former director or officer of the
Registrant or another individual who acts or acted at the
Registrant’s request as a director or officer, or an
individual acting in a similar capacity, of another entity (each of
the foregoing, an “individual”), against all costs,
charges and expenses, including an amount paid to settle an action
or satisfy a judgment, reasonably incurred by the individual in
respect of any civil, criminal, administrative, investigative or
other proceeding in which the individual is involved because of
that association with the Registrant or other entity, on the
condition that (i) such individual acted honestly and in good
faith with a view to the best interests of the Registrant or, as
the case may be, to the best interests of the other entity for
which such individual acted as a director or officer or in a
similar capacity at the Registrant’s request; and
(ii) if the matter is a criminal or administrative action or
proceeding that is enforced by a monetary penalty, the Registrant
shall not indemnify such individual unless such individual had
reasonable grounds for believing that such individual’s
conduct was lawful.
Further, the
Registrant may, with the approval of a court, indemnify an
individual in respect of an action by or on behalf of the
Registrant or other entity to obtain a judgment in its favor, to
which the individual is made a party because of the
individual’s association with the Registrant or other entity
as a director or officer, a former director or officer, an
individual who acts or acted at the Registrant’s request as a
director or officer, or an individual acting in a similar capacity,
against all costs, charges and expenses reasonably incurred by the
individual in connection with such action, if the individual
fulfills the condition in (i) above. Such individuals are
entitled to indemnification from the Registrant in respect of all
costs, charges and expenses reasonably incurred by the individual
in connection with the defense of any civil, criminal,
administrative, investigative or other proceeding to which the
individual is subject because of the individual’s association
with the Registrant or other entity as described above, provided
the individual seeking an indemnity: (A) was not judged by a
court or other competent authority to have committed any fault or
omitted to do anything that the individual ought to have done; and
(B) fulfills the conditions in (i) and
(ii) above.
The by-laws of
the Registrant provide that the Registrant shall indemnify a
director or officer of the Registrant, a former director or officer
of the Registrant or a person who acts or acted at the
Registrant’s request as a director or officer of a body
corporate of which the Registrant is or was a shareholder or
creditor, against all costs, charges and expenses, including an
amount paid to settle an action or satisfy a judgment, reasonably
incurred by such person in respect of any civil, criminal or
administrative action or proceeding in which the individual is
involved because of that association with the Registrant or other
entity. The Registrant may not indemnify an individual pursuant to
its by-laws as provided above unless the individual: (a) acted
honestly and in good faith with a view to the best interests of the
Registrant; and (b) in the case of a criminal or
administrative action or proceeding that is enforced by a monetary
penalty, had reasonable grounds for believing that his or her
conduct was lawful. To the extent required by the Business Corporations
Act (Ontario) or applicable law, the by-laws of the
Registrant provide it shall also indemnify such
individuals.
Insofar as
indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors, officers or
persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion of
the U.S. Securities and Exchange Commission (the
“Commission”)
such indemnification is against public policy as expressed in the
Securities Act of 1933, as amended, and is therefore
unenforceable.
Item 7. Exemption from Registration Claimed.
Not
Applicable.
Item
8. Exhibits
The following
exhibits are filed as part of this registration
statement:
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Number
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Description
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4.1
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5.1
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23.1
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23.2
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24.1
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Powers of
Attorney (included on the signature pages to this registration
statement)
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107.1
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Item 9. Undertakings.
(a)
The
undersigned Registrant hereby undertakes:
(1)
To file,
during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
(i)
To include
any prospectus required by Section 10(a)(3) of the Securities
Act;
(ii)
To reflect in
the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase
or decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in the volume and price represent no
more than a 20% change in the maximum aggregate offering price set
forth in the “Calculation of Registration Fee” table in
the effective registration statement; and
(iii)
To include
any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any
material change to such information in the registration
statement;
provided, however,
that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this registration
statement.
(2)
That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove
from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination
of the offering.
(b)
The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act,
each filing of the Registrant’s annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan’s annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona
fide offering thereof.
(c)
Insofar as
indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Toronto,
Province of Ontario, Canada, on May 16, 2025.
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DENISON MINES CORP.
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(Registrant)
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By:
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/s/ David
Cates
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David
Cates
President and
Chief Executive Officer
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POWERS OF ATTORNEY
KNOW ALL MEN BY
THESE PRESENTS, that each person whose signature appears below
constitutes and appoints David Cates and Elizabeth Sidle, and each
of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and
all amendments to the registration statement, and to file the same,
with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents and each of them, full power
and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all said attorneys-in-fact
and agents of them or their substitute or substitutes, may lawfully
do or cause to be done by virtue thereof.
Pursuant to the
requirements of the Securities Act of 1933, as amended, this
registration statement has been signed below by the following
persons in the capacities indicated on May 16, 2025.
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Signature
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Title
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/s/ David
Cates
David
Cates
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President, Chief
Executive Officer and Director
(Principal
Executive Officer)
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/s/ Elizabeth
Sidle
Elizabeth
Sidle
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Vice President,
Finance and Chief Financial Officer
(Principal
Financial and Accounting Officer)
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Jinsu
Baik
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Director
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Ken
Hartwick
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Director
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/s/ David
Neuburger
David
Neuburger
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Director
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Laurie
Sterritt
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Director
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/s/ Jennifer
Traub
Jennifer
Traub
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Chair of the
Board of Directors
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/s/ Patricia
Volker
Patricia M.
Volker
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Director
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/s/ Wes
Carson
Wes
Carson
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Director
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AUTHORIZED REPRESENTATIVE
Pursuant to the
requirements of Section 6(a) of the Securities Act of 1933, as
amended, the undersigned has signed this registration statement,
solely in the capacity of the duly authorized representative of
Denison Mines Corp. in the United States, in the City of Newark,
State of Delaware, on May 16, 2025.
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PUGLISI & ASSOCIATES
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By:
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/s/ Donald J.
Puglisi
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Name:
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Donald J.
Puglisi
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Title:
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Managing
Director
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